THE RULES (or Constitution) OF THE FELINE CONTROL COUNCIL OF QUEENSLAND INC.

Transcription

1 THE RULES (or Constitution) OF THE FELINE CONTROL COUNCIL OF QUEENSLAND INC. 1 Interpretation (1) In these rules: Act means the Associations Incorporation Act Affiliate member means those Members defined in rule 7 Committee Member refers to and means those delegates, who are also Individual members, being only one of the two delegates nominated by each Affiliate Member and accepted by the management committee to represent and vote for an Affiliate member at each management committee meeting. In practical common usage, the terms Executive or Executive Member shall have the same meaning as Committee Member or Office Bearer. Delegate/s means the person/s nominated by each Affiliate Member to attend management committee meetings. A Delegate must be an Individual member of the Association as well as a member of the Affiliate Member (group, club, or organisation) and their nomination is subject to acceptance by the management committee. Individual member means those members as defined in rule 6 Management Committee means the full compliment (or a majority) of the Office Bearers together with the Committee Members, all who have an equal vote at any management committee meeting. In practical common usage, the terms Executive or Executive Committee shall have the same meaning as Management Committee FCCQ Inc. is the acronym of the name of the Association. In practical common usage, the terms FCCQ and/or Feline may also be used to refer to the Association. Management Committee Meeting means the meeting required to be held to manage the Association in accordance with rule 23 Member means a member as defined in rule 5 Office Bearer refers to and means those Individual members who would usually be elected to any one of the positions of President, Vice-President, Secretary, Membership Officer, or Treasurer at an annual general meeting of the Association. In practical common usage, the terms Executive or Executive Member shall have the same meaning as Office Bearer or Committee Member. Present means either at a management committee meeting, see rule 23(6); or at a general meeting, see rule 37(2). FCCQ Constitution March

2 Special General Meeting or General Meeting usually means a single purpose meeting and may be called in the case of disciplinary matters and/or appeal against rejection or termination of membership. The General Meeting matters may be included as other business on the agenda of the usual management committee meeting (rule 35). The Special General Meeting is not a part of the management committee meeting (rule 39). (2) A word or expression that is not defined in these model rules, but is defined in the Act has, if the context permits, the meaning given by the Act. (3) The Management Committee has authority to interpret the meaning of these rules in accordance with rule 22(2). This same authority extends to the by-laws if there is a need to interpret the meaning. 2 Name The name of the incorporated Association is the Feline Control Council of Queensland Inc. (the Association). 3 Objects The objects of the Association are: (1) To foster, improve, control, and regulate the breeding and exhibiting of pedigreed cats in accordance with the standards and procedures outlined in the Rules and the By-Laws (as amended from time to time) of the Association. (2) To protect the welfare of cats and the interest of cat owners generally. (3) To promote unity and co-operation wherever possible in the Cat Fancy. (4) To associate with any person or association that the Association considers to be striving to achieve similar objects. 4 Powers (1) The Association has the powers of an individual. (2) The Association may, enter into contracts; and acquire, hold, deal with and dispose of property; and make charges for services and facilities it supplies; and FCCQ Constitution March

3 (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Association or persons frequenting the Association's premises; and enter into any arrangements with any Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association; to obtain from any such Government of Authority any rights, privileges and concession which the Association may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions; and appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Association; and remunerate any person or body corporate for services rendered or to be rendered and whether by way of brokerage or otherwise in placing or assisting to place or guaranteeing the placing of any unsecured notes, debentures or other securities of the incorporated Association, or in or about the incorporated Association or promotion of the incorporated Association or in the furtherance of its objects; and construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Association's interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof; and invest and deal with the money of the Association not immediately required in such manner as may from time to time be thought fit; and print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects; and amalgamate with any one or more incorporated Associations having objects altogether or in part similar to those of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as that imposed upon the Association under or by virtue of rule 49; make rules and regulations in furtherance of the Associations objects which shall be contained within a set of By-Laws maintained from time to time by the Management Committee; and make rules and regulations governing the conduct and operation of shows held under the auspices of the Association; and maintain a register of pedigree (and where necessary non-pedigree) cats and kittens; and issue certificates of registration and/or pedigree from its register; and make rules and regulations governing training, examination of and appointment of feline judges; and FCCQ Constitution March

4 (q) (r) (s) appoint solicitors, legal advisors, and arbitrators, whether honorary or otherwise; and act as mediator and arbitrator between members wherever necessary; and do other things necessary or convenient to be done in carrying out its affairs. (3) The Association may subscribe to, become a member of and co-operate with any other Association, club or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Association. 5 Classes of members (1) The membership of the Association consists of two classes; namely Individual members (who are generally, but not limited to, breeders of registered cats), and Affiliate members (who are groups or clubs that conduct themselves under their own constitution or rules (be they incorporated or not) with an undertaking and binding agreement that where a conflict arises between their rules and the Rules of the Association, the Association s Rules and any decisions of the Management Committee shall prevail). (2) The number of Individual members and Affiliate members is unlimited. (3) At the annual general meeting each member who is an Individual member and is currently financial will be counted as one vote only, in accordance with rule 6(2) (4) At the annual general meeting each member who is an Affiliate member and is currently financial will be counted as one vote only, in accordance with rule 7(2) 6 Individual membership (1) An applicant for individual membership of the Association must be proposed by 1 member of the Association (the proposer) and seconded by another member (the seconder) (2) An application for membership must: (d) be in writing; and clearly indicate whether the applicant is an individual person, a couple, or a family (regardless they will be recognised as only one (1) member as an Individual member); and be signed by the applicant and the applicants proposer and seconder (or if not the list of applicants presented to the management committee meeting by the Membership Officer must be counter signed by a proposer and a seconder before a decision is made); and be in the form decided by the management committee. 7 Affiliate membership (1) An applicant for affiliate membership of the Association must be proposed by 1 member of the Association (the proposer) and seconded by another member (the seconder). FCCQ Constitution March

5 (2) An application for membership must: a) be in writing; and (d) provide a copy of the rules or constitution under which it operates; and show proof that the group or club itself consists of ten (10) or more current financial members which should be a minimum criteria for continuing (regardless they will be recognised as only one (1) member as an Affiliate member); and provide details of the current management committee or Executive (where applicable, who will become, or currently are already Individual Members of the Association and are financially current); and e) nominate two individuals of their number (who will become, or currently are already Individual Members of the Association and are financially current) to be delegates from the Affiliate member to the Management Committee Meetings. One of these is to be designated as the nominee for inclusion on the Management Committee; and (f) (g) be signed by the applicant and the applicants proposer and seconder; and be in a form approved by the management committee. 8 Membership fees (1) The membership fee for each membership (Individual and Affiliate): is the amount decided by the management committee from time to time at a committee meeting; and is payable when, and in the way, the management committee decides. 9 Admission and rejection of new members (1) The management committee must consider an application for membership at the next committee meeting held after it receives: the application for membership; and the appropriate membership fee for the application. (2) The management committee must ensure that, as soon as possible after the person applies to become a member of the Association, and before the management committee considers the persons application, the person is advised: whether or not the Association has public liability insurance; and if the Association has public liability insurance the amount of the insurance. FCCQ Constitution March

6 (3) The management committee must decide at the meeting whether to accept or reject the application. (4) If a majority of the members of the management committee present at the meeting vote to accept the applicant as a member, the applicant must be accepted as a member for the class of membership applied for. (5) The secretary or membership officer of the Association must, as soon as practicable after the management committee decides to accept or reject an application, give the applicant a written notice of the decision. 10 When membership ends (1) A member may resign from the Association by giving a written notice of resignation to the secretary. (2) The resignation takes effect at: the time the notice is received by the secretary; or if a later time is stated in the notice the later time. (3) The management committee may terminate a member s membership if the member: (d) is convicted of any offence relating to cruelty to animals or any other indictable offence; or does not comply with any of the provisions of these rules or the by-laws; or has membership fees in arrears for at least two months; or conducts itself, himself or herself in a way considered to be injurious or prejudicial to the character or interests of the Association. (4) Before the management committee terminates a member s membership, the committee must give the member a full and fair opportunity to show why the membership should not be terminated. (5) If, after considering all representations made by the member, the management committee decides to terminate the membership, the secretary of the committee must give the member a written notice of the decision. 11 Appeal against rejection or termination of membership (1) A person, group, or club whose application for membership has been rejected, or whose membership has been terminated, may give the secretary written notice of their intention to appeal against the decision. (2) A notice of intention to appeal must be given to the secretary within 1 month after the person receives written notice of the decision. FCCQ Constitution March

7 (3) If the secretary receives a notice of intention to appeal, the secretary must, within 1 month after receiving the notice, call a general meeting to decide the appeal, if it has not already been dealt with by the next committee meeting. 13 Register of members (1) The management committee must keep a register of members of the Association. (2) The register must include the following particulars for each member: (d) (e) (f) the full name of the member; the postal or residential address of the member; the date of admission as a member; the date of death or time of resignation of the member; details about the termination or reinstatement of membership; any other particulars the management committee or the members at a general meeting decide. (3) The register must be open for inspection by members of the Association at all reasonable times. (4) A member must contact the secretary to arrange an inspection of the register. (5) However, the management committee may, on the application of a member of the Association, withhold information about the member (other than the members full name) from the register available for inspection if the management committee has reasonable grounds for believing the disclosure of the information would put the member at risk of harm. 14 Prohibition on use of information on register of members (1) A member of the Association must not: use information obtained from the register of members of the Association to contact, or send material to, another member of the Association for the purpose of advertising for political, religious, charitable or commercial purposes; or disclose information obtained from the register to someone else, knowing that the information is likely to be used to contact, or send material to, another member of the Association for the purpose of advertising for political, religious, charitable or commercial purposes. (2) Subrule (1) does not apply if the use or disclosure of the information is approved by the Association. FCCQ Constitution March

8 15 Appointment or election of secretary (1) The secretary must be an individual residing in Queensland, or in another State but not more than 65km from the Queensland border, who is (i) (ii) (iii) a member of the Association elected by the Association as secretary; or any of the following persons appointed by the management committee as secretary: a member of the Associations management committee; another member of the Association; another person. (2) If a vacancy happens in the office of secretary, the members of the management committee must ensure a secretary is appointed or elected for the Association within 1 month after the vacancy happens. (3) If the management committee appoints a person mentioned in subrule (1) (ii) as secretary, other than to fill a casual vacancy on the management committee, the person does not become a member of the management committee. (4) However, if the management committee appoints a person mentioned in subrule (1) (ii) as secretary to fill a casual vacancy on the management committee, the person becomes a member of the management committee. (5) If the management committee appoints a person mentioned in subrule (1) (iii) as secretary, the person does not become a member of the management committee. (6) In this rule casual vacancy, on a management committee, means a vacancy that happens when an elected member of the management committee resigns, dies or otherwise stops holding office. 16 Removal of secretary (1) The management committee of the Association may at any time remove a person appointed by the committee as the secretary. (2) If the management committee removes a secretary who is a person mentioned in rule 15(1) (i), the person remains a member of the management committee. (3) If the management committee removes a secretary who is a person mentioned in rule 15(1) (ii) and who has been appointed to a casual vacancy on the management committee under rule 15(4), the person remains a member of the management committee. FCCQ Constitution March

9 17 Functions of secretary The secretary s functions include, but are not limited to: (d) calling meetings of the Association, including preparing notices of a meeting and of the business to be conducted at the meeting in consultation with the president of the Association; and keeping minutes of each meeting (the taking and preparation of minutes may be delegated to an assistant); and keeping copies of all correspondence and other documents relating to the Association; and maintaining the official register of members of the Association (the preparation of the register of members may be delegated to an assistant or the membership officer). 18 Membership of management committee (1) The management committee of the Association consists of Office Bearers; a President, Vice- President, Secretary (rule 15(1)), Membership Officer, Treasurer, and such number of other members of the management committee called Committee Members who will represent Affiliate Members; and any such number of other members of the management committee also called Committee Members who are Individual members the Association that members either elect at an annual general meeting or appointed by the Management Committee (in some instances at a management committee meeting) to fill such other position as may from time to time be considered necessary At the time of election or appointment it shall also be decided whether such position is entitled to have voting rights on the management committee. (2) At least annually, before the annual general meeting each Affiliate Member will advise the Association in writing of two of their number (who will become, or currently are already Individual Members of the Association and are financially current) to be delegates from the Affiliate member to the Management Committee meetings. One of these is to be designated as the nominee for inclusion on the Management Committee and if accepted by the management committee shall be counted as one vote on the management committee and be referred to as a Committee Member. The other delegate may stand in that Committee Member s place for the purposes of voting should the need arise and the Committee Member be absent from a particular management committee meeting. (3) (amended July 2011) A Delegate who is absent from more than three consecutive management committee meetings is automatically removed from the position of Delegate and is ineligible to be a Delegate for six months or until after the next Annual General Meeting whichever is the longer period of time. Any Delegate so removed must be replaced by their Affiliate Member as soon as practical. It is also the responsibility of the Affiliate Member to ensure that their Delegates not only attend management committee meetings in accordance with this rule but that they also attend the same percentage of meetings held by the Affiliate Member. FCCQ Constitution March

10 (4) A member of the management committee, other than a secretary appointed by the management committee under rule 15(1) (iii), must be a member of the Association. (5) At each annual general meeting of the Association, the Office Bearing members and the Committee Members of the management committee must retire from office, but are eligible, on nomination, for re-election in the case of Office Bearers and re-acceptance in the case of Committee Members. (6) At each annual general meeting of the Association, the Committee Members must step down from that position if they are elected to the management committee in an Office Bearing position. If a vacancy arises the Affiliate Member will advise the Association in writing of the replacement delegate within two months. Committee Members and delegates may be replaced by their Affiliate Member at any time in writing. (7) A member of the Association may be appointed to a casual vacancy on the management committee under rule Electing the management committee (1) A member of the management committee may only be elected to the Office Bearer positions as follows: only delegates from an Affiliate Member and the outgoing Office Bearers are eligible to be nominated to any of the incoming Office Bearer positions on the Management Committee. any two members of the Association may formally nominate another eligible member (the candidate) to serve as a member of the management committee in any of the Office Bearer positions; the formal nomination must be: (i) (ii) (iii) in writing; and signed by the candidate and the members who nominated him or her; and given to the secretary as soon as possible after the January management committee meeting and no later than 21 days before the annual general meeting at which the election is to be held (this is so a list of candidates and their qualifications may be prepared and circulated to all Members along with an official Ballot); (d) (e) each member of the Association present and eligible to vote at the annual general meeting may cast their vote (on the official Ballot papers provided to them) for one candidate for each vacant Office Bearing position on the management committee; if, at the start of the meeting, there are not enough candidates nominated, nominations may be taken from the floor of the meeting. FCCQ Constitution March

11 (f) (g) Once any Individual Member has held the same Office Bearing position on the management committee for two consecutive years they become ineligible to hold that same position for a third consecutive year. They are not however ineligible for other Office Bearing positions. Following a years absence they become eligible again to hold office in that position. The only exception to this is where the incumbent is the only delegate nominated for that position and no alternate delegate is nominated in opposition prior to the annual general meeting. If this occurs and no alternative delegate is nominated from the floor, the incumbent remains in that position with no vote needed. votes will be counted for each Office Bearing position in the order of President, Vice- President, Secretary, Membership Officer, and Treasurer; therefore if a candidate is nominated for more than one of the Office Bearing positions they must announce their acceptance once voted into office and they then become ineligible for any other positions for which they may have been nominated because they can only fill one position. (2) A person may be a candidate only if the person: is an adult; and is not ineligible to be elected as a member under section 61A of the Act. (3) A list of the candidates names in alphabetical order, with the names of the members who nominated each candidate, must be posted in a conspicuous place in the office or usual place of meeting of the Association for at least seven days immediately preceding the annual general meeting. (4) Balloting lists must be prepared containing the names and pertinent details of the candidates in alphabetical order for each Office Bearer position that have been nominated. (5) The management committee must ensure that, before a candidate is elected as a member of the management committee, the candidate is advised: whether or not the Association has public liability insurance; and if the Association has public liability insurance, the amount of the insurance. 20 Resignation, removal or vacation of office of management committee member (1) A member of the management committee may resign from the committee by giving written notice of resignation to the secretary. (2) The resignation takes effect at: the time the notice is received by the secretary; or if a later time is stated in the notice, the later time. (3) A member may be removed from office at a general meeting of the Association if a majority of the members present and eligible to vote at the meeting vote in favour of removing the member. FCCQ Constitution March

12 (4) Before a vote of members is taken about removing the member from office, the member must be given a full and fair opportunity to show cause why he or she should not be removed from office. (5) A member has no right of appeal against the member s removal from office under this rule. (6) A member immediately vacates the office of member in the circumstances mentioned in section 64(2). 21 Vacancies on management committee 1) If a casual vacancy happens on the management committee, the continuing members of the committee may appoint another member of the Association to fill the vacancy until the next annual general meeting. (2) The continuing members of the management committee may act despite a casual vacancy on the management committee. (3) However, if the number of committee members is less than the number fixed under rule 24(1) as a quorum of the management committee, the continuing members may act only to: increase the number of management committee members to the number required for a quorum; or call a general meeting of the Association. 22 Functions of management committee (1) Subject to these rules or a resolution of the members of the Association carried at a general meeting, the management committee has the general control and management of the administration of the affairs, property and funds of the Association. (2) The management committee has authority to interpret the meaning of these rules and any matter relating to the Association on which the rules are silent, but any interpretation must have regard to the Act, including any regulation made under the Act. Note The Act prevails if the Associations rules are inconsistent with the Act; see section 1B of the Act. (3) The management committee may exercise the powers of the Association: to borrow, raise or secure the payment of amounts in a way the members of the Association decide; and to secure the amounts mentioned in paragraph or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Association in any way, including by the issue of debentures (perpetual or otherwise) charged upon the whole or part of the Associations property, both present and future; and to purchase, redeem or pay off any securities issued; and FCCQ Constitution March

13 (d) (e) (f) (g) (h) to borrow amounts from members and pay interest on the amounts borrowed; and to mortgage or charge the whole or part of its property; and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Association; and to provide and pay off any securities issued; and to invest in a way the members of the Association may from time to time decide. (4) For subrule (3)(d), the rate of interest must not be more than the current rate being charged for overdrawn accounts on money lent (regardless of the term of the loan) by: the financial institution for the Association; or if there is more than one financial institution for the Association, the financial institution nominated by the management committee. 23 Meetings of management committee (1) Subject to this rule, the management committee may meet and conduct its proceedings as it considers appropriate. (2) Where practical the management committee should meet at least once every calendar month to exercise its functions. (As a minimum, the management committee must meet at least once every four months.) (3) The management committee must decide how a meeting is to be called. (4) Notice of a meeting is to be given in the way decided by the management committee. (5) The management committee may hold meetings, or permit a Committee Member, Office Bearer, or Delegate to take part in its meetings, by using any technology that reasonably allows the member to hear and take part in discussions as they happen. (6) A committee member who participates in the meeting as mentioned in subrule (5) is taken to be present at the meeting. (7) A question arising at a committee meeting is to be decided by a majority vote of members of the committee present at the meeting and, if the votes are equal, the question is decided in the negative. (8) A member of the management committee must not vote on a question about a contract or proposed contract with the Association if the member has an interest in the contract or proposed contract and, if the member does vote, the members vote must not be counted. (9) The president is to preside as chairperson at a management committee meeting. FCCQ Constitution March

14 (10) If there is no president or if the president is not present within 10 minutes after the time fixed for a management committee meeting, the members may choose one of their number to preside as chairperson at the meeting. 24 Quorum for, and adjournment of, management committee meeting (1) At a management committee meeting, more than 50 per cent of the committee members as at the close of the last management committee meeting of the Association forms a quorum. (2) Each Affiliate member is responsible to ensure that at least one of their two delegates is present at every management committee meeting. It is preferable that both delegates attend. (3) If there is no quorum within 30 minutes after the time fixed for a management committee meeting called on the request of members of the committee, the meeting lapses. (4) If there is no quorum within 30 minutes after the time fixed for a management committee meeting called other than on the request of the members of the committee: the meeting is to be adjourned for at least one day; and the members of the management committee who are present are to decide the day, time and place of the adjourned meeting. (5) If, at an adjourned meeting mentioned in subrule (3), there is no quorum within 30 minutes after the time fixed for the meeting, the meeting lapses. 25 Special meeting of management committee 1) If the secretary receives a written request signed by at least 33 per cent of the members of the management committee, the secretary must call a special meeting of the committee by giving each member of the committee notice of the meeting within 14 days after the secretary receives the request. (2) If the secretary is unable or unwilling to call the special meeting, the president must call the meeting. (3) A request for a special meeting must state: why the special meeting is called; and the business to be conducted at the meeting. (4) A notice of a special meeting must state: the day, time and place of the meeting; and the business to be conducted at the meeting. FCCQ Constitution March

15 (5) A special meeting of the management committee must be held within 14 days after notice of the meeting is given to the members of the management committee. 26 Minutes of management committee meetings (1) The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each management committee meeting are entered in a minute book. (2) To ensure the accuracy of the minutes, the minutes of each management committee meeting must be signed by the chairperson of the meeting, or the chairperson of the next management committee meeting, verifying their accuracy. 27 Appointment of subcommittees (1) The management committee may appoint a subcommittee consisting of members of the Association considered appropriate by the committee to help with the conduct of the Associations operations. (2) A member of the subcommittee who is not a member of the management committee is not entitled to vote at a management committee meeting. (3) A subcommittee may elect a chairperson of its meetings. (4) If a chairperson is not elected, or if the chairperson is not present within 10 minutes after the time fixed for a meeting, the members present may choose one of their number to be chairperson of the meeting. (5) A subcommittee may meet and adjourn as it considers appropriate. (6) A question arising at a subcommittee meeting is to be decided by a majority vote of the members present at the meeting and, if the votes are equal, the question is decided in the negative. 28 Acts not affected by defects or disqualifications (1) An act performed by the management committee, a subcommittee or a person acting as a member of the management committee is taken to have been validly performed. (2) Subrule (1) applies even if the act was performed when: a) there was a defect in the appointment of a member of the management committee, subcommittee or person acting as a member of the management committee; or a management committee member, subcommittee member or person acting as a member of the management committee was disqualified from being a member. 29 Resolutions of management committee without meeting, FCCQ Constitution March

16 (1) A written resolution signed by each member of the management committee is as valid and effectual as if it had been passed at a committee meeting that was properly called and held. (2) A resolution mentioned in subrule (1) may consist of several documents in like form, each signed by two or more members of the committee. (3) A resolution made in accordance with Rule 29 must be presented to the next management committee meeting for ratification. 30 Resolutions of Office Bearers without meeting (1) A written resolution signed by each Office Bearer is as valid and effectual as if it had been passed at a committee meeting that was properly called and held. (2) A resolution mentioned in subrule (1) may consist of several documents in like form, each signed by all Office Bearers. (3) A resolution made in accordance with Rule 30 must be presented to the next management committee meeting for ratification. 31 Annual General Meetings The annual general meeting must be held: at least once each year; and within six months after the end date of the Association's reportable financial year. (amended March 2013) 32 Business to be conducted at annual general meeting of level 1 incorporated associations and particular level 2 and 3 incorporated associations (1) This rule applies only if the Association is: a level 1 incorporated association; or a level 2 incorporated association to which section 59 of the Act applies; or a level 3 incorporated association to which section 59 of the Act applies. (2) The following business must be conducted at each annual general meeting of the Association: receiving the Association's financial statement and audit report, for the last reportable financial year; presenting the financial statement and audit report to the meeting for adoption; FCCQ Constitution March

17 (d) (e) electing Office Bearing members and confirming the appointment of Committee Members the management committee; for a level 1 incorporated association, appointing an auditor or an accountant for the present financial year; for a level 2 incorporated association, or a level 3 incorporated association, to which section 59 of the Act applies appointing an auditor, an accountant or an approved person for the present financial year. 33 Business to be conducted at annual general meeting of other level 2 Incorporated Associations (1) This rule applies only if the Association is a level 2 incorporated association to which section 59A of the Act applies. (2) The following business must be conducted at each annual general meeting of the association: (d) receiving the Association's financial statement, and signed statement, for the last reportable financial year; presenting the financial statement and signed statement to the meeting for adoption; electing Office Bearing members and confirming the appointment of Committee Members the management committee; appointing an auditor, an accountant or an approved person for the present financial year. 34 Business to be conducted at annual general meeting of other level 3 incorporated associations (1) This rule applies only if the Association is a level 3 incorporated association to which section 59B of the Act applies. (2) The following business must be conducted at each annual general meeting of the association: receiving the Association's financial statement, and signed statement, for the last reportable financial year; presenting the financial statement and signed statement to the meeting for adoption; electing Office Bearing members and confirming the appointment of Committee Members the management commit 35 Notice of general meeting (open to all current financial members) (1) The secretary may call a general meeting of the Association. FCCQ Constitution March

18 (2) The secretary must give at least 14 days notice of the meeting to each member of the Association. (3) If the secretary is unable or unwilling to call the meeting, the president must call the meeting. (4) The management committee may decide the way in which the notice must be given. (5) However, notice of the following meetings must be given in writing: (i) (ii) a meeting called to hear and decide the appeal of a person against the management committee's decision: to reject the person's application for membership of the Association; or to terminate the person's membership of the Association; a meeting called to hear and decide a proposed special resolution of the Association. (6) A notice of a general meeting must state the business to be conducted at the meeting. 36 Quorum for, and adjournment of, general meeting (and special general meeting) (1) The quorum for a general meeting is at least the number of Office Bearers elected to the management committee at the close of the Association's last annual general meeting plus one. (2) However, if all members of the Association are members of the management committee, the quorum is the total number of members less one. (3) No business may be conducted at a general meeting unless there is a quorum of members when the meeting proceeds to business. (4) If there is no quorum within 30 minutes after the time fixed for a general meeting called on the request of members of the management committee or the Association, the meeting lapses. (5) If there is no quorum within 30 minutes after the time fixed for a general meeting called other than on the request of members of the management committee or the Association: the meeting is to be adjourned for at least seven days; and the management committee is to decide the day, time and place of the adjourned meeting. (6) The chairperson may, with the consent of any meeting at which there is a quorum, and must if directed by the meeting, adjourn the meeting from time to time and from place to place. (7) If a meeting is adjourned under subrule (6), only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting. (8) The secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting unless a meeting is adjourned for at least 30 days. (9) If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting. FCCQ Constitution March

19 37 Procedure at general meeting (1) A member may take part and vote in a general meeting in person, by proxy, by attorney or by using any technology that reasonably allows the member to hear and take part in discussions as they happen. (2) A member who participates in a meeting as mentioned in subrule (1) is taken to be present at the meeting. (3) At each general meeting: the president is to preside as chairperson; and if there is no president or if the president is not present within 15 minutes after the time fixed for the meeting or is unwilling to act, the members present must elect one of their number to be chairperson of the meeting; and the chairperson must conduct the meeting in a proper and orderly way. 38 Voting at general meeting (1) At a general meeting, each question, matter or resolution, other than a special resolution, must be decided by a majority of votes of the members present. (2) Each member present and eligible to vote is entitled to one vote only and, if the votes are equal, the chairperson has a casting vote as well as a primary vote. (3) A member is not entitled to vote at a general meeting if the member's annual subscription is in arrears at the date of the meeting. (4) The method of voting is to be decided by the management committee. (5) However, if at least 20 per cent of the members present demand a secret ballot, voting must be by secret ballot. (6) If a secret ballot is held, the chairperson must appoint two members to conduct the secret ballot in the way the chairperson decides. (7) The result of a secret ballot as declared by the chairperson is taken to be a resolution of the meeting at which the ballot was held. 39 Special general meeting (1) The secretary must call a special general meeting by giving each member of the Association notice of the meeting within 14 days after: being directed to call the meeting by the management committee; or FCCQ Constitution March

20 being given a written request signed by: (i) (ii) (iii) (iv) at least 33 per cent of the number of members of the management committee when the request is signed; or at least the number of Individual members of the Association equal to double the number of members of the Association on the management committee when the request is signed plus 1; or at least 30 Individual members of the Association who are all currently financial; or at least 33 per cent of the Affiliate members of the Association who are all currently financial plus one (a request must be signed by two of each Affiliate Members Executive) being given a written notice of an intention to appeal against the decision of the management committee: (i) to reject an application for membership; or (ii) to terminate a person's membership. (2) A request mentioned in subrule (1) must state: why the special general meeting is being called; and the business to be conducted at the meeting. (3) A special general meeting must be held within three months after the secretary: is directed to call the meeting by the management committee; or is given the written request mentioned in subrule (1) ; or is given the written notice of an intention to appeal mentioned in subrule (1). (4) If the secretary is unable or unwilling to call the special meeting, the president must call the meeting. 40 Proxies for General/Special General meetings & Ballots for Annual General Meetings (1) An instrument appointing a proxy must be in writing and be in the following or similar form. [Name of Association]: I, [full name] of [address], being a current financial member of the Association [member number], appoint [name person who is proxy] of [proxy person s address] as my proxy to vote for me on my behalf at the (special) general meeting of the Association, to be held on the [date] day of [month, year] and at any adjournment of the meeting. FCCQ Constitution March

21 Signed this... day of Signature (2) The instrument appointing a proxy must: if the appointor is an individual, be signed by the appointor or the appointor's attorney properly authorised in writing; or if the appointor is a corporation: (i) (ii) be under seal; or be signed by a properly authorised officer or attorney of the corporation. (3) A proxy may be a member of the Association or another person. (4) The instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot. (5) Each instrument appointing a proxy must be given to the secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote. (6) Unless otherwise instructed by the appointer, the proxy may vote as the proxy considers appropriate. (7) If a member wants a proxy to vote for or against a resolution, the instrument appointing the proxy must be in the following or similar form. Name of Association]:... I, [full name] of [address], being... a current financial member of the Association [member number...], appoint [name person who is proxy] of [proxy person s address] as my proxy to vote for me on my behalf at the (special) general meeting of the Association, to be held on the [date] day of [month, year] and at any adjournment of the meeting. Signed this...day of signature This form is to be used *in favour of/*against [strike out whichever is not wanted] the following resolutions [List relevant resolution/s] (8) For the Annual General Meeting there shall be a Ballot issued to each Individual member who can either return it to the Membership Officer by post, or present it to the Membership Officer at the Annual General Meeting in person or via a proxy which must be in writing and be in the following or similar form. Proxy:...[Name of Association]: I, [full name] of [address], being... a current financial member of the Association [member number...], appoint [name person who is proxy] of [proxy person s address] as my proxy to present my ballot (which is in a sealed envelope) to the membership officer for me on my FCCQ Constitution March

22 behalf at the annual general meeting of the Association, to be held on the [date] day of [month, year]. Signed this...day of signature Ballot: This ballot form is to be used to cast my vote for the candidates whose names I have written below next to the Office Bearing positions I wish them to hold: President Vice-President Secretary Membership Officer Treasurer 41 Minutes of general meetings 1) The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each general meeting are entered in a minute book. (2) To ensure the accuracy of the minutes: the minutes of each general meeting must be signed by the chairperson of the meeting, or the chairperson of the next general meeting, verifying their accuracy; and the minutes of each annual general meeting must be signed by the chairperson of the meeting, or the chairperson of the next meeting of the Association that is a general meeting or annual general meeting, verifying their accuracy. (3) If asked by a member of the Association, the secretary must, within 28 days after the request is made: make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place; and give the member copies of the minutes of the meeting. (4) The Association may require the member to pay the reasonable costs of providing copies of the minutes. 42 By-laws (1) The Office Bearers and/or the management committee may make, amend or repeal by-laws, not inconsistent with these rules, for the internal management of the Association. (2) A by-law may be set aside by a vote of members at a general meeting of the Association. 43 Alteration of rules (1) Subject to the Act, these rules may be amended, repealed or added to by a special resolution carried at a management committee meeting or a general meeting. FCCQ Constitution March

23 (2) However an amendment, repeal or addition is valid only if it is registered by the chief executive. 44 Common seal (1) The management committee must ensure the Association has a common seal. (2) The common seal must be: kept securely by the management committee; and used only under the authority of the management committee. (3) Each instrument to which the seal is attached must be signed by a member of the management committee and countersigned by: the secretary; or another member of the management committee; or someone authorised by the management committee. 45 Funds and accounts (1) The funds of the Association must be kept in an account in the name of the Association in a financial institution decided by the management committee. (2) Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the Association. (3) All amounts must be deposited in the financial institution account as soon as practicable after receipt. (4) A payment by the Association of $100 or more must be made by cheque or electronic funds transfer. (5) If a payment of $100 or more is made by cheque, the cheque must be signed by any two of the following: (d) the president; the secretary; the treasurer; any one of three other members of the Association who have been authorised by the management committee to sign cheques issued by the Association. (6) However, one of the persons who signs the cheque must be the president, the secretary or the treasurer. FCCQ Constitution March

24 (7) Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed not negotiable. (8) A petty cash account must be kept on the imprest system, and the management committee must decide the amount of petty cash to be kept in the account. (9) All expenditure must be approved or ratified at a management committee meeting. 46 General financial matters (1) On behalf of the management committee, the treasurer must, as soon as practicable after the end date of each financial year, ensure a financial statement for its last reportable financial year is prepared. (2) The income and property of the Association must be used solely in promoting the Association's objects and exercising the Association's powers. 47 Documents The management committee must ensure the safe custody of books, documents, instruments of title and securities of the Association. 48 Financial year The end date of the Association's financial year is 31 December in each year. (amended July 2011) 49 Distribution of surplus assets to another entity (1) This rule applies if the Association: is wound-up under part 10 of the Act; and has surplus assets. (2) The surplus assets must not be distributed among the members of the Association. (3) The surplus assets must be given to another entity: having objects similar to the Association's objects; and the rules of which prohibit the distribution of the entity's income and assets to its members. (4) In this rule, surplus assets see section 92(3) of the Act. FCCQ Constitution March